Kate, 20, definitely would have given the Baywatch star a run for her money!

Don’t you agree, HollywoodLifers? Sound off in your comments below!

Courtesy of Terry Richardson/GQ

Courtesy of Terry Richardson/GQ

While we’re used to seeing the blonde bombshell break it down in skimpy bikinis, she takes on a whole new, chic image for her fashionable spread. Get ready to see the model in a whole new light!

From bikini babe to big-time! While Kate Upton sizzles in scantily-clad shoots for men’s mags and, of course, the infamous Sport’s Illustrated swimsuit issue, now the model is taking on a whole new role as a fashion model in the November issue of Vogue — but don’t fret! Loyal Kate fans will be happy to know her ample assets are still on display, (at least in part of the shoot).

From swimwear to sportswear, Kate still looks sexy — but oh-so-chic. Check out the pics and get ready to see Kate like we never have before — (and no, we don’t just mean clothed). What do you think of Kate’s high-fashion transformation?

Browse the gallery and check for the mag when it hits newsstands on Oct. 23.